Agreement dated March 31, 2021 by and between Novusterra Inc., and American Resources Corp

Novusterra Inc., is a Florida corporation in good standing with the Secretary of State for the State of Florida, The present capitalization of the Company consist authorized shares of 3,000,000,000 of which (1) 2,400,000,000 shares have been designated as Class A Common Stock, no par value per share (with one vote for each share) (2) 200,000,000 shares have been designated as Class B Common Stock, no par value per share (with 10 votes for each share), and (3) 400,000,000 shares of Preferred Stock, no par value per share.

As of March 19, 2021, the Company has 15,000,000 Class A common stock outstanding, no Class B and Preferred stock outstanding.

The Company represent and warrant that there are no lawsuits pending or threatened and that all tax returns have been filed and taxes and withholding taxes paid and there are no outstanding claims or liabilities, contingent or otherwise, including any tax claims and liabilities except those set forth in the relevant Financial Statement and those incurred in the normal course of business since the date of the relevant Financial Statements.

ARC will look to expand the Board of Directors and Officers of the Company over time as it builds out the technology and company. Initially Mark C. Jensen and a minimum of one with a right of 2 other nominees will be appointed by AREC on the board.

On the day the majority ownership transfers to ARC they will be taking over the Company with no assets or liabilities in the Company.

The Company currently has a Regulation A prospectus filed with the SEC and has gotten 7 comments, Andrew Weeraratne the current Chief Executive and Chief Financial Officer agrees to continue to work as a financial consultant and CFO of the Company till this Reg A offering filed with the SEC is qualified and the financing is closed to secure a full time CFO.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

The Company Shares issued to ARC are not registered and will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued qualifies for applicable exemptions from the securities registration requirements of such statutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(2) of the Securities Act and the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, is predicated in part on the representations, understandings and covenants set forth in this Agreement.